Exhibit
10.13


 


AGREEMENT


 


In
consideration of her employment by INNOCOLL, INC. (“Company”) and the compensation and benefits outlined below,
and intending to be legally bound, DENISE P. CARTER (“Executive”) agrees as follows:


 


	 	1.	Definitions. As used
in this Agreement, the following terms shall have the meanings set forth below:



 


		1.1	An
                                         “Affiliate” of any Person means any Person directly or indirectly controlling,
                                         controlled by or under common control with such Person including without limitation any
                                         direct or indirect Subsidiary of such Person.



 


	 	1.2	“Company’s Business”
means:



 


		(a)	the
                                         business of development and commercialization of products based on the company’s proprietary
                                         collagen based drug delivery technologies, including without limitation products that
                                         are administered by implantation, topically, bucally, orally or intra-ocularly; and



 


		(b)	any
                                         other business conducted during the Restrictive Period by Company or any Affiliate of
                                         Company in which Executive has been involved while an employee of Company or any such
                                         Affiliate.



 


For
the avoidance of doubt, Executive agrees that the phrase “Person engaged in competition with Company’s Business” as
used in Section 5 hereof includes, without limitation, the companies listed on Exhibit “A” to this Agreement and all
of their Affiliates.


 


		1.3	“Exit
                                         Date” means the date on which Executive ceases to be employed by Company or any
                                         of its Affiliates.



 


		1.4	“Person”
                                         means an individual, a company, a corporation, a partnership, an association, a trust
                                         or other entity or organization.



 


		1.5	“Restrictive
                                         Period” means the period of time that commences on the date of this Agreement and
                                         ends three hundred sixty-five (365) days following the Exit Date.



 


		1.6	“Subsidiary”
                                         means any corporation of which Company owns or controls directly, or
                                         indirectly through one (1) or more Affiliates or other Subsidiaries, more than
                                         fifty percent (50%) of the combined voting power of all of the issued and outstanding
                                         shares of capital stock of such corporation and includes, without limitation, Syntacoll
                                         (Pty) Ltd. (a South African corporation), Syntacoll, A.G. (a Swiss corporation), and
                                         Innocoll GmbH (a German corporation).



 


		2.	No
                                         Prior Agreement. Executive represents to Company that she is not currently subject
                                         to, and shall not hereafter become subject to, any employment agreement, confidentiality
                                         agreement, non-competition agreement, non-disclosure agreement or any other agreement,
                                         covenant, understanding or restriction which would prohibit Executive from fully observing
                                         and performing her duties and responsibilities to Company or would otherwise in any manner,
                                         directly or indirectly, limit or affect the duties and responsibilities which may now
                                         or in the future be assigned to Executive by Company.



 







    	 



    	 



    

 


	 	3.	Employment. Company
employs Executive and Executive accepts such employment in accordance with the terms of this Agreement including without limitation:



 


		3.1	Executive
                                         shall serve as Vice President, Business Development of Company and shall perform all
                                         duties and accept all responsibilities assigned to her by Company’s President and Chief
                                         Executive Officer (“CEO”) or by its Board of Directors (“Board”).



 


		3.2	For
                                         all services rendered by Executive hereunder, Company shall pay Executive annual base
                                         compensation (“Base Salary”) in the amount of Two Hundred Thousand and 00/100
                                         Dollars ($200,000.00) payable in installments at such time as Company customarily pays
                                         its other employees and shall provide Executive with such retirement, profit sharing,
                                         group insurance and other fringe benefits (“Benefits”) as Company in its sole
                                         discretion provides from time to time for other executives of Company generally.



 


		3.3	Executive
                                         shall be entitled to a monthly automobile allowance after all federal and state taxes
                                         to be paid by Executive of Seven Hundred Fifty and 00/100 Dollars ($750.00) per month.



 


		3.4	Annually
                                         throughout the employment relationship, the Board shall establish annual corporate goals
                                         and objectives (“Annual Corporate Goals”) and annual individual goals and objectives
                                         (“Annual Individual Goals”) applicable to Executive for the then current calendar
                                         year which shall be embodied in resolutions duly adopted by the Board. In the event that
                                         Company shall fully achieve all of the Annual Corporate Goals and Executive shall fully
                                         achieve all of her Annual Individual Goals applicable to any calendar year, Executive
                                         shall be entitled to a performance bonus (“Performance Bonus”) in an amount
                                         determined by the Board, provided however that in no event shall the Performance Bonus
                                         be less than thirty percent (30%) nor more than sixty percent (60%) of Executive’s Base
                                         Salary applicable as of December 31 of such calendar year. Such Performance Bonus shall
                                         be payable at such time and in such manner during the one hundred twenty (120) day period
                                         immediately following December 31 of such calendar year as the Board shall determine
                                         in its sole discretion.



 


		3.5	In
                                         the event that on or before December 31, 2003, Executive shall have secured and closed
                                         on equity funding (“Equity Funding”) from sources other than Existing Shareholders
                                         (as hereinafter defined), in conjunction with a strategic funding plan which shall hereafter
                                         be adopted by the Board, Executive’s annual Base Salary shall be immediately increased
                                         to an annual rate of Two Hundred Twenty Thousand and 00/100 Dollars ($220,000.00) and
                                         thereafter Executive’s performance review date shall be changed to the date Executive’s
                                         Base Salary was so increased.



 


			For purposes of this Agreement, “Existing
                                         Shareholders” shall mean any shareholder of record of Company as of the date of
                                         this Agreement, any general or limited partner of any shareholder of record of Company
                                         as of the date of this Agreement (each such partner being hereinafter referred to as
                                         “Partner”), any member of the immediate family of any such Partner, including
                                         any parent,



 




    	 



    	 



    

 


	 	 	child, grandchild, spouse or sibling thereof, or any spouse of the foregoing, any association, company, corporation, estate, individual,
limited liability company, limited liability partnership, limited partnership, family limited partnership, general partnership,
person, trust or other entity of any nature directly or indirectly owned or controlled by any Existing Shareholder or Partner
or in which any Existing Shareholder or Partner has any material interest.
	 	 	 
		3.6	Executive
                                         shall be entitled to such stock options as the Board shall from time to time determine
                                         in its sole discretion.



 


		4.	No Solicitation/Hire. During
                                         the Restrictive Period, Executive shall not, either directly or indirectly, employ or
                                         solicit the employment of any Person or engage, solicit the engagement as a consultant
                                         of any Person, who is employed by Company or any of its Affiliates on a full or part-time
                                         basis at the date of termination of the employment relationship between Company and Executive
                                         or within the one (1) year period of time prior thereto.



 


		5.	Covenant-Not-To-Compete. During
                                         the Restrictive Period, Executive shall not, and shall not encourage or permit any of
                                         her Affiliates, or any other Person, directly or indirectly, to:



 


		5.1	engage
                                         in competition with, or acquire a direct or indirect interest or an option to acquire
                                         such an interest in any Person engaged in competition with Company’s Business anywhere
                                         in the world (other than an interest of not more than five percent (5%) of the outstanding
                                         stock of any publicly traded company);



 


		5.2	serve
                                         as a director, officer, employee, consultant, agent or representative of, or furnish information
                                         to, or otherwise facilitate in any way the efforts of, any Person engaged in competition
                                         with Company’s Business anywhere in the world;



 


		5.3	solicit,
                                         employ, interfere with or attempt to entice away from Company or any Affiliate of Company
                                         any Person who has been employed or was engaged by Company or any such Affiliate in an
                                         executive, scientific or technical capacity in connection with the conduct of Company’s
                                         business within one year prior to such solicitation, employment, interference or enticement;
                                         or



 


		5.4	approach
                                         for any business or commercial purpose that competes with Company’s Business, solicit
                                         or deal with any Person who at any time during the twelve (12) months immediately preceding
                                         the Exit Date:



 


		(a)	was
                                         a customer, client, supplier, agent or distributor of Company or any Affiliate;



 


		(b)	was
                                         a customer, client, supplier, agent or distributor of Company or any Affiliate with whom
                                         employees reporting to or under Executive’s direct control had personal contact on behalf
                                         of Company or any Affiliate; or



 


		(c)	was
                                         a Person with whom Executive had regular, substantial or a series of business dealings
                                         on behalf of Company or any Affiliate (whether or not a customer, client, supplier, agent
                                         or distributor of Company or any Affiliate).



 




    	 



    	 



    

 


			The Restrictive Period shall be automatically
                                         extended for any period of time during which the Executive has breached, or threatened
                                         to breach, any provisions hereof. The geographic scope of the covenants not to compete
                                         set forth in this Section 5 shall be worldwide and Executive acknowledges that the business
                                         of Company and its Affiliates is worldwide and therefore the geographic scope of such
                                         covenants is reasonable and necessary to protect the interests of Company.



 


		6.	Benefits Payable
                                         Upon Termination of Employment.



 


		6.1	Except
                                         as specifically provided in this Agreement or required by applicable law, upon termination
                                         of the employment relationship between Company and Executive, all duties and obligations
                                         of Company to Executive and all rights, remedies, compensation, Benefits, privileges,
                                         grants and options of Executive shall cease and terminate as of the Exit Date.



 


		6.2	Executive
                                         shall be entitled to the compensation and benefits specified in Section 6.3 hereof if
                                         Executive’s employment by Company is terminated by Company, other than by reason of any
                                         of the events set forth in Section 6.4 below.



 


		6.3	Upon
                                         termination of employment as set forth in Section 6.2 hereof, Executive shall be entitled
                                         to the following:



 


		(a)	Compensation.
                                         Executive shall be entitled to Base Salary payable in installments and in such amounts
                                         as were in effect on the date of termination of Executive’s employment shall continue
                                         until the earlier of (i) one (1) year after the date the employment relationship between
                                         Company and Executive ends, or (ii) Executive becomes employed or engaged on a full-time
                                         basis.



 


		(b)	Employee
                                         Benefits. Executive shall be entitled to a continuation of all medical, dental
                                         and life insurance benefits in the same manner and amount to which Executive was entitled
                                         on the date of termination of Executive’s employment until the earlier of (i) one
                                         (1) year after termination of Executive’s employment by Company or its Affiliates,
                                         or (ii) Executive’s eligibility for similar benefits with any new employer or other
                                         Person.



 


		6.4	Executive
                                         shall not be entitled to any compensation or Benefits of any nature, including without
                                         limitation those referred in Section 6.3 of this Agreement, in the event that the employment
                                         relationship between Company and Executive ends by reason of: death; Executive’s inability
                                         to perform fully her duties and responsibilities to Company to the full extent required
                                         by the Board by reason of illness, injury or incapacity for one hundred thirty (130)
                                         days in the aggregate during any period of twelve (12) consecutive calendar months; Executive’s
                                         conviction of any misdemeanor or felony pertaining to or involving dishonesty, harassment
                                         or violence; Executive’s willful misconduct; Executive’s refusal to implement or observe
                                         any directive of the CEO or the Board; Executive’s breach, violation or default of any
                                         of the representations, duties or obligations imposed upon Executive pursuant to this
                                         Agreement and the failure to cure the same as permitted by this Agreement; Executive’s
                                         failure to fully perform such performance standards as shall be determined from time
                                         to time by the Board; or a good faith determination by the Board or Company’s outside
                                         accountants that



 




    	 



    	 



    

 


			Company is insolvent using the balance
                                         sheet test or is unable to pay its debts as they mature.



 


		6.5	Upon
                                         termination of Executive’s employment for any reason, all Company property shall be returned
                                         by Executive to Company within three (3) days of such termination. All other compensation
                                         and Benefits of any nature provided by Company not otherwise addressed in this Agreement
                                         shall terminate as of the date of termination of Executive’s employment.



 


		7.	Inventions Company
                                         Property.



 


		7.1	In
                                         this Agreement, the term “Inventions” includes inventions, ideas, techniques,
                                         methods, developments, improvements and all other forms of intellectual property. All
                                         rights in Inventions which Executive conceives, makes or obtains either alone or with
                                         others during her employment by Company (both before and after the date of this Agreement)
                                         and within six months after her employment ends, are and shall be the property of Company
                                         except as set forth in Section 7.2 hereof.



 


		7.2	This
                                         Agreement does not apply to Inventions that Company determines in its sole discretion
                                         to be unrelated to any matter of actual or potential interest to Company unless they
                                         are conceived, made or obtained in the course of her employment or with the use of the
                                         time, material or facilities of Company. This Agreement also does not apply to Inventions
                                         conceived, made or obtained by Executive before her employment by Company, a complete
                                         listing of which is attached hereto as Exhibit “B” which is incorporated herein
                                         by reference.



 


		7.3	Executive
                                         shall make full and prompt disclosure to Company of all Inventions that are defined by
                                         this Section 7 to be Company’s property. At Company’s request and expense (but without
                                         additional compensation to Executive), Executive shall at any time take such actions
                                         as Company reasonably considers necessary to obtain or preserve Company’s rights in such
                                         Inventions. These actions may include, but are not necessarily limited to, signing and
                                         delivering applications, assignments and other papers and testifying in legal proceedings.



 


		8.	Confidential Information. Executive
                                         shall not, during or after her employment with Company, use for herself or others, or
                                         disclose to others, any formulae, trade secrets, customer lists, know-how, Inventions
                                         which are Company’s property, or other confidential matters of Company or its Affiliates
                                         unless authorized in writing to do so by Company or its Affiliates. Executive understands
                                         that these matters are kept confidential and secret by Company, would be of great value
                                         to competitors, and would harm Company if known to competitors. As used in this Agreement,
                                         the phrase “confidential matters of Company” includes all information of a
                                         technical, commercial or other nature and that any information not made available to
                                         the general public is to be considered confidential.



 


		9.	Remedies. Upon any breach, violation
                                         or default by either party to this Agreement (“Defaulting Party”) of any of
                                         the representations, duties or obligations imposed upon such Defaulting



 




    	 



    	 



    

 


			Party pursuant to this Agreement, and
                                         the failure of such Defaulting Party to cure such breach, violation or default within
                                         ten (10) days of the date of the giving of notice by the other party to this Agreement
                                         (“Non-Defaulting Party”), the Non-Defaulting Party shall have all rights and
                                         remedies which are contained in this Agreement and all other rights and remedies which
                                         are at law, in equity or by statute permitted or provided, all such rights and remedies
                                         to be cumulative and concurrent.



 


	  	10.	Disability Payments.
In the event that Company shall obtain or procure any disability or similar insurance which makes payments to Executive (“Disability
Payments”) on account of Executive being unable to perform her duties and obligations to Company by reason of illness, injury
or incapacity, the aggregate amount of such Disability Payments shall constitute a credit on a dollar for dollar basis against
all amounts, including without limitation Base Salary, owing by Company to Executive and shall decrease on a dollar for dollar
basis such amounts owing by Company, and Company shall be released to such extent. Nothing contained in this Section shall impose
any duty or obligation upon Company to obtain any such insurance.



 


		11.	Papers.
                                         All correspondence, memoranda, notes, records, reports, drawings, lists, photographs,
                                         plans and other papers and items received or made by Executive in connection with her
                                         employment by Company shall be the property of Company. Executive shall deliver all such
                                         materials, and all copies thereof in whatever form stored, to Company upon request of
                                         Company and, even if it does not request, when her employment by Company ends.



 


		12.	Enforcement. Executive acknowledges
                                         that any breach, violation or default by Executive of any of the representations, duties
                                         or obligations imposed upon Executive pursuant to this Agreement shall cause Company
                                         immediate and irreparable harm for which Company’s remedies at law (such as money damages)
                                         will be inadequate. Company shall have the right, in addition to any other rights it
                                         may have, to obtain an injunction to restrain any breach or threatened breach of this
                                         Agreement Should any provision of this Agreement be adjudged to any extent invalid by
                                         any competent tribunal, that provision shall be deemed modified to the extent necessary
                                         to make it enforceable. Company may contact any Person with or for whom Executive works
                                         after her employment by Company ends and may send that Person a copy of this Agreement.



 


		13.	Binding
                                         Effect. Executive’s undertakings hereunder shall bind her and her heirs and legal
                                         representatives regardless of (a) the duration of her employment by Company, (b) any
                                         change in her duties or the nature of her employment, (c) the reasons for or manner of
                                         termination of her employment, and (d) the amount of her compensation. The duties and
                                         responsibilities of Executive to Company are of a personal nature and shall not be assignable
                                         or delegatable in whole or in part by Executive. Company shall have the absolute right
                                         to assign all or any part of this Agreement without the consent of Executive. In the
                                         event of any assignment by Company of this Agreement, Company’s assignee shall have the
                                         right to enforce each of the provisions of this Agreement, including without limitation
                                         Sections 4, 5,7, 8, 9 and 12 of this Agreement and in such event, as used in this Agreement,
                                         “Company” shall include without limitation any assignee or other successor
                                         to its business or assets.



 


		14.	Miscellaneous.
                                         This Agreement (a) establishes an at will employment relationship between Company
                                         and Executive and shall in no way bind Executive or Company to a



 




    	 



    	 



    

 


specific
term of employment, (b) supersedes all prior understandings, discussions, negotiations, correspondence and other writings and
constitutes the entire understanding between Company and Executive about the subject matter covered by this Agreement, (c) may
be modified or varied only in writing signed by Company and Executive, (d) shall survive the termination of the employment relationship
between Company and Executive, (e) is subject to a contingent and conditioned upon approval by the Board and shall not be binding
upon Company unless and until such approval by the Board is given, and (f) will be governed by the Pennsylvania law without giving
effect to any conflict of laws provisions.


 


IN
WITNESS WHEREOF, and INTENDING TO BE LEGALLY BOUND HEREBY, the parties to this Agreement have executed this Agreement
as of the 6 day of June, 2003.


 


	 	 	INNOCOLL,
    INC.
	 	 	 
	 	BY:	/s/ Paul Oxholm
	 	 	TITLE:
    President
	 	 	 
	 	 	/s/
    Denise P. Carter
	 	 	DENISE
    P. CARTER


 




    	 



    	 



    

 


EXHIBIT
LIST


 


	Exhibit
    “A”	-	Competing
    Companies 
	 	 	 
	Exhibit “B”	-	Prior Inventions


 




    	 



    	 



    

 


Exhibit
“A”


Competing Companies


 


[TBC]


 




    	 



    	 



    

 


Exhibit
“B”


Prior
Inventions


 


None